CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.
AMENDMENT NUMBER SEVEN
SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Dated as of July 5, 2019,
CALIBER HOME LOANS, INC., as Seller
CITIBANK, N.A., as Buyer
This AMENDMENT NUMBER SEVEN (this Amendment Number Seven) is made this 30th day of June, 2020 between CALIBER HOME LOANS, INC. (the Seller) and CITIBANK, N.A. (Buyer), to the Second Amended and Restated Master Repurchase Agreement, dated as of July 5, 2019, between the Seller and Buyer, as such agreement may be further amended from time to time (the Agreement). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
WHEREAS, Seller and Buyer have agreed to amend the Agreement, as more specifically set forth herein; and
WHEREAS, as of the date hereof, Seller represents to Buyer that except as otherwise consented or waived by Buyer in writing, Seller is in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the mutual covenants herein contained, the parties hereto hereby agree as follows:
SECTION 1. Amendments. Effective as of June 30, 2020 (the Amendment Effective Date), the Agreement is hereby amended as follows:
(a) Section 2 of the Agreement is hereby amended by deleting the definitions of Committed Amount, Tangible Net Worth, Termination Date and Uncommitted Amount in their entirety and replacing them with the following (bold and stricken language evidence changes):
Committed Amount shall mean $[***].
Tangible Net Worth shall mean, with respect to any Person as of any date of determination, the consolidated Net Worth of such Person and its Subsidiaries, less (i) Restricted Cash, (ii) investments by such Person in its Affiliates, and (iii)
the product of [***] and the book value assigned by such Person to all mortgage servicing rights owned by such Person and (iv) the consolidated net book value of all assets of such Person and its Subsidiaries (to the extent reflected as an asset in the balance sheet of such Person or any Subsidiary at such date) which will be treated as intangibles under GAAP, including, without limitation, such items as deferred financing expenses, deferred taxes net of deferred tax liabilities, net leasehold improvements, good will, trademarks, trade names, service marks, copyrights, patents, licenses and unamortized debt discount and expense; provided, that residual securities issued by such Person or its Subsidiaries shall not be treated as intangibles for purposes of this definition.
Termination Date shall mean June 29, 2021
June 30, 2020, or such earlier date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law.